"Thanks for the ride home, Mr. Osborn," said Peter after getting out from a black limousine with his backpack.

"Anytime, Peter," replied Norman Osborn with a wave.

"Peter!" yelled Norman's son Harry from the limo. "Your commin' over tonight to help me study for Ms. Montague's test tomorrow right?"

"Yeah, yeah," said Peter as he approached his front door. "I'll be there, don't worry. Bye!" With that said, the limo drove of. It was a beautiful Tuesday afternoon. The sun was out, the weather was nice and warm, and Peter just got another 'A' in Advanced Chemistry. Lately, Peter would usually 'Web-sling' home from school, but since Mr. Osborn offered to give Peter a ride and a luxury limo, Peter took it. Upon entering his house, Peter heard his Aunt May talking to someone. He couldn't tell who it was or what she was saying. "Hello?" He said loudly.

"Oh, Peter," he heard his Aunt May from another room. "Come to the living room, you have a visitor," Peter was overjoyed. He never gets any company. Well, except for Harry, but it obviously couldn't be him. He rushed over to the living room as quickly as he could and spotted two very familiar faces...and a familiar pair of red sunglasses.

"Peter, this is Professor Charles Xavier," Peter's Aunt May began. Peter noticed that he was also accompanied by Cyclops and the oh-so friendly Wolverine.

"Ah, yes..." said the professor immediately. "We've met before," he said. May looked at Xavier puzzled. "Um, yes. We've approached him at his school. After taking a look at his records, we've decided that he would make a fine addition to my institute," A lie, huh?

Peter felt a little uneasy. He never expected a professor to lie. "Isn't that wonderful, Peter?" Asked May. Peter nodded lightly. "Mr. Xavier has told my everything about his institution, and I think it's a marvelous idea,"

For probably the millionth time in under a week, Peter froze. ~Oh no~ Peter thought to himself. ~I told the professor not to tell my Aunt about my powers, didn't I?~ Peter couldn't remember clearly. "Everything?" Peter finally managed to choke out.

"Yes, everything," said the Professor. "I've explained to her that I found your grades and extracurricular activities were most exceptional, therefore you would make an excellent addition to my institute," Peter didn't recall the professor worrying about grades or anything like that. Peter was beginning to feel worse. Non of this was making sense.... ~Don't worry peter...~ That voice! The professor's voice, it was in Peter's head. ~Your secret is still safe.~

Peter let out a big sigh of relief. He simply wasn't ready to tell his aunt about his gift. Thank God Xavier understood that. "So, Aunt May, is it ok?" Peter cut to the chase. The truth is, Peter couldn't stop thinking about that mansion on the outskirts of Bayville, he was literally counting the days to the say he moves in...if his aunt's ok with it, and so far, she doesn't seem to disagree with Peter.

"Well, Peter," began Aunt May in that ever-famous I'm-not-sure-that's-a-good-idea voice that almost every mother has. Peter was scared. This is something he really wants to do, and May didn't seem to object until now. "I never thought you would leave this house until college, so I'd be lying if I said I this wasn't a hard decision to make... But if this is really what you want...I wont stop you,"

Peter practically dove onto his aunt May with a big hug repeating "Thank you, Thank you, Thank you!" Aunt May laughed and hugged him back. She could tell this is what he wanted, and like she said, she didn't want to stop him. She would be sad to see the nephew she raised leave her house for the remainder of the school year...maybe even longer...but she new it would happen sooner or later. Perhaps she thought it would be a littler easier if it was sooner rather than later. May noticed that tears were forming in her eyes. She quickly wiped them off before anyone could notice. Maybe her "sooner rather than later" theory was wrong, but she still wanted her Peter to be happy. So far, it seemed like he was very happy. "So, professor," said Peter. "When can I move in?"

"I was thinking Sunday afternoon. After you check out of your old school," Xavier replied.

Peter turned to his aunt may as if asking her if it was ok. "That sounds ok to me," She said.

The professor smiled. "You and your husband raised a fine young man," he said to May. "In fact, I was actually hoping to met Ben Parker. Will he be home anytime soon?"

Peter's smile immediately turned into a frown. Aunt May also put on a face of sadness. Aunt may was about to say something, but Peter his hand on her should as if saying 'let me tell them'. "Um, actually," Peter began. "My Uncle died a couple of weeks ago,"

The professor put his head down in sadness. Scott had a look of concern. Logan didn't show any emotion. "Im terribly sorry," said the professor as guilt filled his body. He wished he hadn't mentioned it, but the truth is he had no idea.

"What happened?" began Scott reluctantly. "...If you don't mind me asking," he followed.

"Shot," was Peter's reply. "Someone shot him, then stole his car,"

"Once again, I'm very sorry," said the professor. "When did this happen?"

Peter didn't answer. He just stood there and stared up at the sealing hoping his tears for his uncle wouldn't come back, so his aunt answered for him. "January 4th"

The professor's eyes widened as did Scott's. January 4th...the very same day Xavier met Peter for the first time. Ever since Peter came to the mansion just a couple of days ago, Xavier sensed that Peter was different. He was sad. Very sad. Xavier didn't want to search his mind because he felt that if Peter wanted to tell him he would tell him. Now it make sense. The irony was simply too much for the professor. "Again, I'm very sorry to hear that. But, I'm afraid we have to be going now. Logan, Scott. Lets go." Peter got up and showed the three men to the door.

"Thank you professor," said Aunt May just as he was leaving.

"For what?" he asked.

"For accepting Peter to you institute," ~For giving Peter another chance at happiness~

"Your Welcome,"

~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*

It's been two days since Peter has been officially been accepted to the Xavier Institute for Gifted Youngsters. He didn't go to school today because his aunt checked him out yesterday morning. Instead, he spent a lot of time with his aunt today buying new clothes for him...of course...the second she wasn't looking he exchanged them for something else, which is one of Peter's many past times he has with his aunt.

Although he felt a little guilty about leaving his aunt, Peter was so excited about join the institute that he already started packing. All he could do was think about the mansion, his new school, his second chance at high school life, and best of all...his friends. Peter didn't grow up with to many friends. Actually, the only true friends he ever really had was his uncle and Harry. Now that he thinks about it, he made more friends in under an hour than he did in most of his life. Peter soon realized it was because he didn't have to hide who he was from these certain people. He wasn't afraid to show everyone the person Peter recently became. And that person was Spider-Man. But just because he is more outgoing and stronger now, Peter still hasn;t forgotten what his Uncle had taught him. With great power, come great responsi-

"Peter!" yelled Aunt May from downstairs interrupting her nephew's thoughts.

Peter sighed in annoyance. "Yeah!?" he yelled back.

"You have a visitor!"

~Harry...~ "Send him up!" said Peter. Peter was positive it was Harry. He was the only one who would visit him. Peter was still packing as he heard the door open behind him. He turned around only to find out it wasn't a 'him' at all. Peter's eye's widened as he recognized this beautiful figure that stood before him. "Mary Jane!" he said shocked.

"Hey Peter," she said casually.

~Ok, Pete~ Peter thought. ~Stay calm. And whatever you do...don't say anything stupid...~ "How can I help you?" ~...Like that...~ "Uh...I mean...Hey. Wha...what...what are you doing here?" he said as if all of the confidence he obtained from the spider bite just vanished.

Mary Jane let out a little laugh before speaking. "I...I heard you checked out of school,"

Peter couldn't find his tongue, so he just nodded.

"Why?" she asked.

Slowly but surely, Peter was regaining his confidence and was getting more comfortable by the second. When he finally comprehending her question, re replied with "I'm going to another school," Mary Jane looked at him as if asking 'Why?' but before she could say anything, Peter spoke up. "There's this private after-school thing called the 'Xavier Institute'. They have dorms there and everything..." Peter stopped himself after thinking that he was talking too much.

"Yeah," replied Mary Jane. "That's what my mom told me. I've wondered why you didn't show up at school today...since I don't remember you ever missing a day of school," they both laughed a little bit. "Where is this 'institute?" she asked.

"Umm...in a town called Bayville just north from here. Our school is too far, that's why I'm transferring,"

"Oh I see," she said. "How long you were be there?"

Peter felt uneasy. ~Why the sudden interest in me?~ "Um, at least for the rest of the school year, after that im not sure," There was a moment of silence. "Um, so. Is that all you wanted?" ~God, Pete! What the hell is wrong with you?"

"Well," began Mary Jane. "I just wanted to say, I'll miss you,"

Peter stopped. Did he just hear correctly? "What?" he asked her.

"I said I'll miss you. It'll be kinda weird not having you around," Something doesn't seem right to Peter. She barley said two words to him during then many years they knew about each other. Why would would she miss something like that? But, even though your moving, I hope we can still be friends,"

Peter put on a face of shock. "Friends?" he asked her. She looked confused. "Did you just say we are friends?"

"Sure," she said smiling.

Peter didn't know how to respond to this. He felt overwhelmed. "Wow," he finally let out. Mary Jane's smile widened. "I...I don't know if I should be flattered...or extremely angry..."

Mary Jane's smile completely disappeared. "Wha...What do you mean?" She asked confused.

"You call us friends....when not only you haven't said two words to me in a very long time, but when your boyfriend would beat the shit outta me, you did nothing!" Peter was infuriated, and it was easy to see.

Mary Jane stopped to think. He was right. Of course she never wanted Flash to hurt Peter, but Mary Jane realized that if she really was Peter's friend, she would've done something more to stop Flash. Mary Jane felt her body fill with guilt. "Peter ...I...."

"Your what?" he said. He doesn't remember being this mad. He never felt hate raise up in him this quickly in his life, especially on a girl. Although he sees the sorry and partially scared face on Mary Jane, he didn't lighten up. "You think you can make your peace with me three days before I move?" Peter was almost yelling he could see Mary Jane's face saddening even more. "Thanks, friend..." he said heading for the door of his room.

Mary Jane was overwhelmed. Everything happened so fast she couldn't fully comprehend what just happened. "Whe...Whe.. Where are you-"

"Im taking a walk," Peter said not letting Mary Jane finish her sentence. "I'll se yah later," he said as he stormed out the door. Mary Jane felt a tear fall from her eye.

*******

Someone once said, "Those who made mistakes blame themselves and close their hearts." No one could ever go back and fix a mistake. Some people who can't handle the mistakes they made, turn all there hopes to alcohol, or tobacco, or even drugs. Some people do it to survive, and others survive to do it. And unfortunately, most of those people can't even look into their past, and wonder what they did wrong...

(A/N: Feedback if you please!!!)